Exhibit 10.2

AMENDEDANDRESTATEDEXECUTIVEEMPLOYMENTAGREEMENT

This Amended and Restated Executive Employment Agreement (the"Agreement”)is made and entered into by and among Gareth C. Ford (“Employee”),Flowco MasterCo, LLC (the"Company",and together with the Parent (as defined herein) and the Company's direct and indirect subsidiaries, the “Company Group”),effective as of August 24, 2026 (the “Effective Date”).Employee and the Company maysometimes bereferred to in this Agreement individually asa“Party”orcollectively asthe“Parties”.

RECITALS

WHEREAS, the Company and Employee are parties to that certain Executive Employment Agreement dated March 2,2026 (the"OriginalEmployment Agreement”);

WHEREAS, the Company desires to employ Employee as its Executive Vice President - Production Solutions on the terms and conditions, and for the consideration,outlined in this Agreement, and Employee desires to be employed by the Company on such terms and conditions and for such consideration;and

WHEREAS, the Company and Employee desire to amend and restate the Original Employment Agreement in its entirety to reflect Employee's promotion and updated terms and conditions of employment.

NOWTHEREFORE,forgoodandvaluableconsideration,thereceiptandsufficiencyofwhichare hereby acknowledged, the Company and Employee hereby agree asfollows:

1.

EmploymentandDuties

1.1.

Term.Employee'semploymentisgoverned bythetermsandconditionsofthisAgreement. The term of this Agreement and Employee's employment under this Agreement shall commence on the EffectiveDateandendontheapplicableTermination Date.Theperiod betweentheEffective Dateandthe TerminationDate shall be referred to as the "Term".

1.2.

DutiesofEmployment. DuringtheTerm, Employeewillbeemployedtoprovidefull-time services as the Executive Vice President -Production Solutions of the Parent. Employee shall report directly totheChief Executive Officer(“CEO”)ofthe Parent. Employee agrees to perform diligently and to the best of Employee's abilities the duties and services consistent with and normally incidental toany positionEmployeeholds,aswellasanyrelatedoradditionaldutiesasmaybeassignedtoEmployeebythe Parent fromtimetotime.The Employeeshall, ifrequested,alsoserveasanofficerordirectorofanyother memberoftheCompanyGroup(includingtheParent),asmay berequestedbytheCompany, theParentor the Board the Parent (the “Board”) from time totime, for noadditional compensation.

1.3.

Fiduciary DutiesandConflicts ofInterest.Employee acknowledges andagreesthat,atall times during the Term, Employee owes fiduciary duties tothe Company Group including but not limited to,duties ofloyalty, fidelity, andallegiance, and toalways act inthe best interestof theCompany Group, andincompliance withallapplicablelawsand policies andagreementsoftheCompany Group.Employee acknowledges andagreesthat,followingtheTermination Date,Employee's fiduciary dutiescontinue,and Employeeshallcontinue torefrain from usingforEmployee'sown benefitorthe benefitofothers,orfrom disclosing to others, any information or opportunities pertaining to the Company Group's businesses or interests that were entrusted to Employee. Employee agrees to avoid any actual or perceived conflict of interest, such as any circumstances where Employee has a personal, financial or business interest which conflictswithor interfereswiththe CompanyGroup'sinterests.Uponbecomingawareof any actualor

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potential conflict of interest, Employee shall immediately disclose in writing to the CEO the relevant circumstances.EmployeerepresentsthatEmployeeisnotapartytoanyotheragreement,orunderanyother duty,whichwillinterfereorconflictwithEmployee'sfullcompliancewiththisAgreement.Employeewill not enter into any agreement or undertake any other duty, whether written or oral, in conflict with the provisionsof this Agreement.

1.4.

Outside Activities.During the Term, Employee shall devote substantially all of Employee's business timeandattentiontothe performance ofthe Employee's dutiesand responsibilitiesto theCompany Groupandwill notengage in anyother business, profession, oroccupation forcompensation orotherwise.Employeefurtheragreesnottoengageinanyotheractivitieswhichwouldormightreasonably beexpectedtocauseEmployeetouseConfidentialInformationotherthan intheCompanyGroup'sinterest, and Employee acknowledges thatdoingsowould constituteaconflict of interest withtheCompany Group andaviolation ofEmployee's obligations underthisAgreement. Notwithstandingtheforegoing, Employee will be permitted to (i) act or serve as a director, trustee, committee member, or principal of any type of professional, civic, or charitable organization; (ii)engage in such other activities, including, service as an advisortoordirectorofaboard orothergoverning body,aselected byEmployee, providedthat,Employee firstdisclosesanysuchactivity,inwriting,to,andobtainspriorwrittenapprovalfrom,theCEO;

(iii)continuetoengageinthoseactivities,andcontinuetoownorhold,atthesamepercentage ofownership or holding in effect immediately prior tothe Effective Date, the equity interests, in each case, setforth on Exhibit A;and(iv) purchase orown less than two percent(2%)ofany classofsecurities ofanyenterprise if such securities are listed on any national or regional securities exchange or have been registered under Section12(g)oftheSecurities ExchangeActof1934,asamended(the“ExchangeAct”),provided that,such ownershiprepresents apassive investment andthatEmployee isnotacontrolling personof,oramemberof a group that controls, such corporation; provided further that, the activities or interests described in the foregoing clauses (i), (ill, (iii), and (iv)do not interfere with or otherwise impact Employee's ability to perform thedutiesandresponsibilitiesofEmployee's position(s) withanymemberoftheCompanyGroup, including, but not limited to, theobligations set forth in Section 1.

1.5.

Place of Performance.The principal place of performance for Employee's employment shall be the Company's Oklahoma City, Oklahoma location; provided that, Employee may be required to travel on Company Group business during the Term.

1.6.

Payroll Entity.The Parties acknowledge that Flowco Productions LLC (the “Payroll Entity”)directlyemploys Employee,andtheCompany indirectlyownsandcontrolsthePayroll Entity(and all other members of the Company Group, except the Parent). The Parties further acknowledge and agree that, for all purposes under this Agreement and otherwise, the Company directs and controls Employee's employment underthisAgreementandshallcausethePayroll Entityor, ifapplicable,anyothermemberof theCompany Grouptohonorall obligations undertaken bytheCompany under this Agreement, including paying or providing the payments and benefits outlined in this Agreement. The Company may in its discretion,and without theneed foramendment tothisAgreement,transfer Employee's directemployment totheCompany oranyothermemberoftheCompany Groupatanytime,and Employee hereby consentsto such transfer.

2.

CompensationandBenefits

2.1.

BaseSalary.DuringtheTerm,theCompanyshallpayEmployeeanannualizedbasesalary in the gross amount of $450,000.00 (“Base Salary”), which shall be payable in substantially equal installments in conformity with the Company's customary payroll practices. The Company may, in its discretion, butshall not berequiredto,approve adjustments toEmployee's BaseSalaryfrom timetotime, and ifapproved, such new amount will become the Base Salary for purposes ofthis Agreement.

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2.2.

Business Expenses.Subject to the Company's standard policies and procedures with respect toexpense reimbursement as applied to its similarly situated senior executives, during the Term, the Company will reimburse Employee for reasonable and necessary out-of-pocket business-related expenses incurred by Employee in connection with the performance of Employee's duties and responsibilitiestotheCompany Group, including reasonable business, travel, lodging, andentertainment expenses.

2.3.

Annual Cash Incentive.For the 2026 calendar year and each complete calendar year thereafterduringtheTerm,Employeeshallbeeligibletoreceiveadiscretionary,annualbonus(the“AnnualBonus”),with an annual target bonus opportunity equal to75% of Base Salary (“Target Bonus”),subject tothetermsandconditionsoutlinedinthisSection2.3.AsconditionstoearninganyAnnualBonus,

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(i)except as otherwise provided in Section 3.4.1, Section 3.4.2.1and Section 3.4.3, Employee must be actively employed by the Company in good standing on the date the Annual Bonus is paid, (ii) the Company'sauditedfinancialsfortheapplicablecalendaryearmustbefinalizedandapproved,and

(iii)Employee must beincompliance withalltermsofthisAgreement. TheAnnual Bonus, ifany,will be paidwithin three-and-one-half(31/2)monthsaftertheendoftheapplicablecalendaryear.Allotherterms and conditions applicable to the Annual Bonus, including, without limitation, the criteria for earning an AnnualBonus,whetheranyAnnualBonuswillbepaidand,ifpaid,theamountofanysuchAnnualBonus, shall bedetermined by the Board in its sole discretion.

2.4.

Long Term Incentive Compensation.During the Term, Employee shall be eligible to participate in any equity plan established bytheCompany (orany other member oftheCompany Group) forthe benefit ofsimilarly situated senior executives oftheCompany, subject tothe terms andconditions ofanysuchequity planandtheapplicableawardagreement,asdeterminedbytheBoardoritsdesignee, in itsdiscretion.Beginningwiththe2027calendaryear,Employeewillbeeligibletoreceiveanannualequity awardwithanaggregategrant-datevalueofnotlessthan$600,000,ineachcaseundertheapplicableequity plan established by the Company (or other member of the Company Group), subject to approval by the Compensation Committee of the Board.

2.5.

Benefits.During the Term, Employee and, to the extent applicable, Employee's family, dependents, and beneficiaries,shall beentitled toparticipate in allemployee benefits plans, practices and programs, as ineffect from timetotime,and madeavailable toEmployee and/orsimilarly situated senior executives of the Company, subject in all respects to the terms and conditions of the applicable plan, practice orprogram.Such benefitplans,practicesandprograms may include,without limitation, vacation and holiday plans, health insurance or health care plans, life insurance, and disability insurance. The CompanyGroupreservestherighttomodify,addordiscontinueanyofitsexistingemployeebenefitplans, practices or programs, at theCompany Group'ssoleandabsolutediscretion,tothefullestextent permitted by law.

3.

TerminationofEmployment

3.1.

ReasonsforTermination.

3.1.1.

Termination DuetoDeathorDisability.UponthedeathorDisability ofEmployee, thisAgreement and Employee's employment underthisAgreement shall automatically terminate without any further action by either Party.

3.1.2.

Termination by the Company for Cause. The Company may terminate this Agreement andEmployee'semployment underthisAgreement forCauseatanytime.WhiletheCompany isdetermining whether there is abasis toterminate the Employee's employment forCause, theCompany

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mayplacetheEmployeeonpaidleave andanysuchactionbytheCompanywillnot constituteGood Reason.

3.1.3.

Termination by Employee for Good Reason. Employee may terminate this Agreement and Employee's employment under this Agreement forGood Reason atany time.

3.1.4.

TerminationbyEitherPartyforConvenience.TheCompanyorEmployee may terminatethisAgreement andEmployee'semployment under thisAgreementatanytimeforconvenience.

3.2.

Notice ofTermination. Any termination of this Agreement and Employee's employment underthisAgreementbyeitherPartyforanyreasonenumeratedunderSection3.1(otherthanatermination onaccountofdeathofDisability)shallbecommunicatedbyawrittennoticeoftermination(each,a“Notice ofTermination”)deliveredtotheotherParty inaccordance withSection13.13.TheNoticeofTermination shallspecify the applicable reason forthe termination enumeratedin Section 3.1.1through Section 3.1.4andtheapplicableTermination Date.IfnoTermination Dateisprovided intheNoticeofTermination,the Board will determine the TerminationDate.

3.3.

Effect of Termination for Any Reason. In the event this Agreement and Employee's employmentunder this Agreement are terminated by either Party for any reason enumerated under Section 3.1, the following provisions shall apply:

3.3.1.

Deemed Resignationfromall Other Positions. Employee shall bedeemed tohave resigned from all other positions Employee holds as an officer of the Parent or member of the Board (or committee thereof) and any other positions or board seats held by Employee with any other member of the Company Group, including the Company.

3.3.2.

Cessationof Benefits.Employee'seligibility toparticipate inanyoftheCompany Group's benefits and plans shall cease effective as of the applicable Termination Date. To the extent that Employee and Employee's spouse and/or eligible dependents (as applicable) participate in any of the Company Group's group medical and/or dental plans as of the Termination Date, Employee and Employee's spouse and eligible dependents (as applicable) may be eligible to continue such coverage followingtheTermination DatepursuanttotheConsolidated Omnibus Budget ReconciliationActof1985 (“COBRA”); provided, however,that theelection of,and the payment ofany premiums duewith respect to, such COBRA continuation coverage shall remain Employee's sole responsibility, and, except to the extent provided in Section 3.4.2.3and Section 3.4.3, the Company shall not assume any obligation for payment of anysuch premiums relating tosuch COBRA continuationcoverage.

3.3.3.

Receipt of Accrued Amounts.AllofEmployee's rightsand benefits provided for in this Agreement shall terminate as of the Termination Date; provided, however, that Employee or Employee's estate, as applicable, will receive (i)any portion of the Base Salary and any vacation or paid timeoff,as applicable, thathas beenearned, butremains unpaid, ineachcase,asoftheTermination Date, whichshallbepaidasrequiredbyapplicablelaw,onorsoonaftertheTerminationDate,and

(ii)reimbursement foranyexpenses properly incurred andsubmitted forreimbursement by Employee, in eachcase,inaccordancewithSection2.2andCompanypolicy,whichremain unpaid asoftheTermination Date (the sum of the amounts in clauses (i)-@, the "Accrued Amounts”).

3.3.4.

Equity Awards. The treatment of any outstanding equity awards shall be determinedinaccordance with the terms ofthe Plan and theapplicable award agreements.

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3.4.

TheCompany'sAdditionalObligationsUponCertainTerminations.

3.4.1.

Termination UponDeath or Disability.In the event this Agreement and Employee's employment under this Agreement are terminated due to Employee's death or Disability pursuant toSection 3.1.1,then,subject tothetermsand conditions outlined inSection 3.5,Employee will receive, in addition to the Accrued Amounts: (i) any unpaid Annual Bonus for the calendar year immediatelyprecedingthecalendaryearinwhichtheTerminationDateoccurs(“UnpaidBonusPayment”);and (ii) a prorated Annual Bonus for thecalendar year inwhich theTermination Date occurs equal tothe product of(A)the Annual Bonus, ifany,that Employee would haveearned forthecalendaryearinwhich theTermination Dateoccurs based upon satisfaction oftheterms andconditions applicable totheAnnual Bonus, which shall bedetermined by the Board in itssolediscretion, asoutlined inSection 2.3,and(B)a fraction where the numerator isequal tothe numberofdays Employee wasemployed bytheCompany in thecalendaryearinwhichtheTermination Dateoccurs,andthedenominator isequalto365(the“ProratedBonusPayment”).TheProratedBonusPaymentandtheUnpaidBonusPaymentshallbepaidtoEmployee, if at all, in the same manner and at the same time as annual bonuses for the applicable calendar year are otherwise paid tosimilarly situated seniorexecutives, but in noevent laterthanthree-and-one-half(31/2) monthsfollowingtheendof,respectively, thecalendaryearinwhich theTermination Dateoccurs andthe immediately preceding calendar year.

3.4.2.

Termination bvtheCompanyforConvenience or EmployeeforGood Reason.In the event this Agreement and Employee's employment under this Agreement are terminated by (i) the Company for convenience pursuant to Section 3.1.4or (ii) Employee for Good Reason pursuant toSection 3.1.3,then, subject totheterms and conditions outlined inSection 3.5,Employee will receive, in addition tothe Accrued Amounts, the benefits outlined below:

3.4.2.1.

Unpaid Bonus Payment; Prorated Bonus Payment. A Prorated Bonus PaymentandanUnpaidBonusPayment,whichshallbepaidtoEmployee, ifatall,inthesamemannerand atthesametimeasannual bonusesfortheapplicable calendaryearareotherwise paidtosimilarly situated senior executives, but in no event later than three-and-one-half (3 1/2) months following the end of, respectively, the calendar year in which the Termination Date occurs and the immediately preceding calendar year.

3.4.2.2.

Severance Pay.Acash payment equal tothesum of(i) the Base Salary and(ii)anAnnualBonuspaymentequaltotheTargetBonusforthecalendaryearinwhichtheTermination Date occurs (collectively, the amounts described in the foregoing clauses (i)and (ii)are referred to as “Severance Pay”and together with the COBRA Benefit (defined below), the“Severance Benefits”).The Severance Pay shall be paid to Employee in roughly equal periodic installments in accordance with the Company's then current payroll practices over a period of twelve (12) months following the Termination Date; providedthat,thefirst installmentshallnotbepaid untilthefirstregularlyscheduled payrolldateto occur following the effective date of the applicable Release Agreement (defined below) (such effective date, the “Release Effective Date”and the date the first installment is paid, the “InitialPayment Date”);provided, further, that the first installment shall include, in addition to the regular installment amount, a lumpsum equal toany installment amounts not paid during the period elapsing between the Termination Date and the Initial Payment Date.

3.4.2.3.

COBRA Benefit.Provided Employee (on Employee'sownbehalfand/or, ifapplicable, on behalf of Employee's eligibledependents) timely and properly elects healthcontinuation coverage under theConsolidated Omnibus BudgetReconciliationActof1985(“COBRA”),theCompany shallpayonEmployee'sbehalfthemonthlyCOBRA premium associated withsuchcontinuationcoverage forthe period beginning onthefirst day ofthe monthfollowing the Release Effective Dateandending on theearliest of:(i)thetwelve(12)-month anniversary ofthe Release Effective Date;(ii)thedateEmployee

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is no longer eligible to receive COBRA continuation coverage; and (iii) the date on which Employee receives substantially similar coverage from another employer orother source (the applicable period, the “COBRA Period”and each such payment, a“COBRA Payment”).TheCompany will pay each COBRA Payment, ifany,directly totheCOBRA administrator; providedthatEmployee firstdelivers theapplicable COBRA invoice to the Company in the manner outlined in Section 13.13;provided, further, that no COBRA Payment will be paid prior to the Release Effective Date. All COBRA Payments made by the CompanypursuanttothisSection3.4.2.3shallbecollectivelyreferredtointhisAgreementasthe“COBRABenefit”.Employee acknowledges and agrees that Employee shall be responsible for the full cost of the monthlyCOBRApremiumassociatedwithanysuchcontinuationcoveragethatbecomesdue,ifany,before or after the COBRA Period. Notwithstanding the foregoing, if making the payments outlined under this Section 3.4.2.3would cause a violation of the nondiscrimination rules applicable to non-grandfathered plans under theAffordable Care Act (the“ACA”)or result in the imposition of penalties under the ACA andtherelatedregulationsandguidancepromulgatedthereunder,thePartiesagreeto reformthis Section 3.4.2.3in a manner as is necessary tocomply with the ACA.

3.4.3.

Termination bvtheCompany forConvenience orEmployeeforGood ReasonDuringtheCICPeriod.Inthe event this Agreement and Employee's employment under this Agreement are terminated by (i) the Company for convenience pursuant to Section 3.l.4or (ii) Employee for Good Reason pursuant toSection3.1.3,ineithercase,withintwelve(12)monthsfollowingaChange inControl (suchperiod,the“CICPeriod”),then,subjecttothetermsandconditionsoutlinedinSection3.5,Employee will receive, in addition to the Accrued Amounts: (A) a Prorated Bonus Payment and an Unpaid Bonus Payment, which shall be paid to Employee, ifat all, in the same manner and at the same time as annual bonuses for the applicable calendar year areotherwise paid tosimilarly situated senior executives,but in noevent laterthan three-and-one-half(31/2)months following theend of, respectively, thecalendar year in which the Termination Date occurs and the immediately preceding calendar year; (B) a cash payment equaltotwo(2)timesthesum of(1)theBaseSalaryand(2)anAnnual Bonus paymentequal totheTarget Bonusforthecalendar year in which theTermination Date occurs (collectively,theamounts described in theforegoing clause(B)are referred toasthe“CICSeverance Pay”),which shall be paid to Employee in thesame manner, and subject tothesame provisos, asoutlinedin Section3.4.2.2forSeverancePay;and

(C)theCOBRA Benefit,subjectto,and provided inaccordance with,thetermsandconditions outlined in Section 3.4.2.3(collectively, the foregoing clauses (B)and (C)are referred to as the “CIC SeveranceBenefits”).

3.5.

Conditions to the Company s Additional Obligations.Employee's right to receive, as applicable, the Unpaid Bonus Payment, the Prorated Bonus Payment, the Severance Benefits, the CIC Severance Benefits or any other recovery under this Agreement is conditioned upon Employee's (i) executiononorbeforetheRelease Expiration Date(asdefined below)ofastandardseparationandgeneral release agreement in a form provided by the Company (the “Release Agreement”),which Release Agreement shall include, among other provisions, a general waiver and release of the Company and all other membersoftheCompany Groupandtheirrespective affiliates, and theforegoingentities' respective shareholders, members, partners, officers, managers, directors, fiduciaries, employees, representatives, agents and benefit plans (and fiduciaries of such plans) from any and all claims, including, without limitation, any and all causes of action arising out of Employee's employment with any member of the Company Grouporthetermination ofsuch employment, by either Partyforany reason, butexcluding all claimsto,asapplicable, theUnpaid Bonus Payment,theProrated Bonus Payment,theSeverance Benefits and the CIC Severance Benefits, that Employee may have under Section 3.4,(ii) non-revocation of the ReleaseAgreementwithinanytimeperiod provided bytheCompanytodoso,and(ii)continued,complete andtimelycompliancewithalltermsofthisAgreement.UnlessEmployeeexecutestheReleaseAgreement prior to the Release Expiration Date, delivers the executed Release Agreement to the Company, and the required revocation periodexpires withoutrevocation oftheRelease Agreement by Employee, Employee will notreceive,andEmployee forfeits any righttoreceive,asapplicable,theUnpaid BonusPayment,the

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Prorated Bonus Payment,theSeverance BenefitsandtheCICSeverance Benefits(oranyportionthereof). As used herein, the“Release ExpirationDate”is that datethat istwenty-one (21)days following thedate upon whichtheCompany delivers theReleasetoEmployee(whichshalloccur nolaterthanseven(7)days aftertheTermination Date)or, in theevent thatsuchtermination ofemployment is“inconnection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), the date that isforty-five (45) days following such delivery date.

3.6.

After-Acquired Evidence.Notwithstandingthe foregoing, in the event that the Company determines that Employee is eligible to receive, as applicable, the Unpaid Bonus Payment, the Prorated Bonus Payment, the Severance Benefits and/or the CIC Severance Benefits, but within the twelve (12) months immediately following the Termination Date, the Company subsequently acquires evidence or otherwise determines thatEmployee has failed toabide bytheterms ofthis Agreement before orafter the Termination Date, or that a Cause condition existed prior to the Termination Date that, if known by the Company atthat time, would have given theCompany theright toterminate Employee's employment for Cause, then the Company shall provide notice to Employee and Employee shall promptly return to the Company, asapplicable,theUnpaid Bonus Payment,theProrated BonusPayment,theSeverance Benefits and/ortheCICSeveranceBenefitsalready provided orpaidtoEmployee,andtheCompany's obligation to provide or pay any then remaining, as applicable, Unpaid Bonus Payment, Prorated Bonus Payment, Severance Benefits orCIC Severance Benefits shall cease immediately.

3.7.

Mitigation.InnoeventshallEmployee beobligated toseekotheremploymentortakeany other action by way ofmitigation oftheamounts payable toEmployee under anyofthe provisions ofthis Agreement and,except as provided in Section 3.4.2.3,amounts payable pursuant toSection 3.4shall not be reduced by compensation Employee earns on account ofemployment with another employer.

3.8.

280G.

3.8.1.

In the event it shall be determined that as a result, directly or indirectly, of any payment or distribution by the Company to or for the benefit of Employee, whether paid or payable or distributed ordistributable pursuant tothetermsofthisAgreement orotherwise (a“Payment”),Employee would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred byEmployee with respect tosuchexcisetax(suchexcisetax,together withanysuch interest and penalties, are hereinafter collectively referred to as the“Excise Tax”),then Employee shall be entitled to have thePayment either (i)paid or delivered in full, or(ii)capped at the amount that is $1 less than three times Employee's "base amount," whichever of the foregoing results in the receipt by Employee of the greatest benefitonanafter-taxbasis(takingintoaccountapplicabletaxes, includingfederal,stateandlocal income taxes and the Excise Tax). Any reduction of the Payment required by this Section3.8.1shall be carried out byapplyingthefollowing principles, inorder:(A)thepayment or benefit withthehigher ratio of the parachute payment value to present economic value (determined using reasonable actuarial assumptions)shallbereducedoreliminatedbeforeapaymentorbenefitwithalowerratio;(B)thepayment or benefit with the later possible payment dateshall bereduced oreliminated before a payment orbenefit withanearlier payment date;and(C)cash payments shall bereduced priortonon-cash benefits; provided that iftheforegoing orderof reduction orelimination would violate Section 409A,thenthe reduction shall be made pro rata among the payments or benefits included in the Payment (on the basis of the relative present value of the parachutepayments).

3.8.2.

All determinations required to be made under Section 3.8shall be made by the Company's Independent Public Accounting Firm (the “Accounting Firm”)which shall provide detailed supportingcalculationsanddocumentationbothtotheCompanyandEmployee withinfifteen(15)business daysof receiptofnoticefrom Employee thatthere has been aPayment orsuch earliertimeas is requested

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bytheCompany.TheCompany and Employeeshallfurnish totheAccounting Firmsuch information and documents asthe Accounting Firm may reasonably request in order to make thedeterminations required under Section 3.8.In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, or the Accounting Firm declines such representation, Employee shall appoint a certified public accountant at another nationally recognized accountingfirm (or,ifnone isavailablea lawyer with anationally recognized lawfirm oracompensation consultant withanationallyrecognized actuarial andbenefitsconsultingfirm)withexpertiseintheareaof executive compensation taxlawtomake thedeterminationsrequired hereunder (such accountant, lawyer, orconsultant,asapplicable,shallthenbereferredtoastheAccountingFirmhereunder),provided thatsuch accountingfirmisacceptabletotheCompany(theCompany'sacceptancenottobeunreasonablywithheld). All fees and expenses ofthe Accounting Firm shall be borne solely by the Company. If the Accounting Firm determines that no Excise Tax is payable by Employee, it shall furnish Employee with a written opinion thatfailuretoreporttheExciseTaxontheEmployee'sapplicable federal incometaxreturn would not result inthe imposition ofa negligence orsimilar penalty.Anydetermination bytheAccounting Firm shall be binding upon the Company and Employee absent manifest error.

4.

ConfidentialInformation

4.1.

ConfidentialInformationand Company Relationships.Employee recognizes that the Company Group has made significant investments of time and resources in establishing substantial relationships with the Company Relationships and developing the Company Group's reputation and goodwill. Employee further recognizes that the protection oftheCompany Group's proprietary business information, trade secrets, and other ConfidentialInformation is ofvalue to the Company Group, vital to itsinterestsandsuccess,andworthyoftheprotection provided byEmployeeinEmployee'spromisesmade inthisAgreement.InexchangeforEmployee's promisesmade inthisAgreement, theCompany agreesto:

(i)provide Employee access to certain Confidential Information relating to the Company Business and Company Relationships, as may be relevant to Employee's position with the Company; and (ii) make available to Employee the benefit of certain Company Relationships, as well as the Company Group's support, specialized training, association with goodwill, and reputation. Employee acknowledges that Employee will have access to certain Confidential Information, Company Relationships, specialized training, reputation, and association with the Company Group's goodwill and reputation while employed by the Company.

4.2.

Employee PromiseNottoDiscloseConfidentialInformation.Employeeacknowledges that all Confidential Information is confidential, proprietary, not known outside of the Company Group's business, valuable, special and/or a unique asset of the Company Group which belongs to the Company GroupandgivestheCompanyGroupacompetitiveadvantage. Employeefurtheracknowledges thatifthis ConfidentialInformationweremadeavailabletoordisclosedtothirdpartiesorusedbythirdpartiesand/or Employee in an unauthorized manner, such access, disclosure, or use would seriously and irreparably damage the Company Group and cause the loss ofcertain competitive advantages. Employee agrees that EmployeeisafiduciaryoftheCompanyandwillnot,directlyorindirectly(otherthansolelyinfurtherance of the Company Group's business and interests as specifically authorized and directed by the Company Group) use, disclose, share, publish, or make accessible to any Person any Confidential Information that Employee may obtain or to which Employee may have access. Employee further agrees not to use ConfidentialInformationforEmployee'sownpersonalorcommercialuseorforthepersonalorcommercial useofany other Person, orany other use in any way detrimental tothe Company Group. Employee shall take all reasonable steps tosafeguard Confidential Information within Employee's possession or control, andtoprotectsuchinformationagainstdisclosure,misuse,loss,ortheft.Employee'sobligations underthis AgreementwithregardtoanyConfidentialInformationshallcontinueduringandaftertheTerm,untilsuch timeassuch Confidential Information has become public knowledge, otherthan asaresultof Employee's breachof this Agreement orbreachby those actingin concertwithEmployee or onEmployee'sbehalf.

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Employee's confidentiality obligations under this Agreement with regard to any of the Company Group's trade secrets shall continue during and after the Term until such trade secrets are no longer trade secrets under applicable law. Employee understands and acknowledges that the foregoing duties do not apply to Protected Disclosures and Actions.

4.3.

ReturnofProperty:Accesstoon-CompanyDevices/AccountsHoldingSuchInformation.Upon request, and in any event, without request upon the applicable Termination Date, Employee shall promptly return to the Company, and cease all access to, all Company Group property in Employee's possession and control, including property purchased by the Company or reimbursed by the Company Group, whether in electronic or hard copy or other format, whether involving Confidential Information or not, and regardless of location on Company Group equipment, accounts, or premises, or on Employee's personal equipment, accounts or premises. This property to be returned includes any keys, access cards, credit cards, smartphones, tablets, computer storage media of any kind (flash drives, external drives), or other hardware or software equipment, any communications of any kind regarding Employee's work on behalf of the Company Group, any of the Company Group records, files, data, accounts, and documents, including any copies. Employee agrees to report to the Company any passwords or other access codes for anything associated with Employee's employment under this Agreement, whether equipment or accounts or otherwise. Employee represents Employee will not share access, forward, delete, modify, copy, clean, or alter any property, prior to its return to the Company. Employee acknowledges and agrees that the Company may inspect or use computer imaging and forensics to determine if these obligations have been met, and if they have not been met, additional inspection, imaging and searching of any accounts (including cloud or web-based accounts) or devices or storage locations (including personal ones) used to store or transmit Company Group property or information (whether confidential or not) may be used to locate, retrieve, and remove the Company Group's property and information. Employee is encouraged to use only Company laptops, devices or accounts for storing, transmitting, and accessing Company Group information or property.

4.4.

Protected Disclosures and Actions.Nothing in this Agreement or any other agreement or policy of the Company or any other member of the Company Group shall be construed to prevent, restrict, or impede disclosure of Confidential Information or other information, or any of the other actions outlined below, in each case, in the following circumstances (collectively, the “Protected Disclosures and Actions”):

4.4.1.

As provided by the Defend Trade Secrets Act, 28 U.S.C. §l 833(b) (the “DTSA”),Employee shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is: (i) made in confidence to a federal, state, or local government official, or to an attorney solely for the purpose of reporting or investigating a suspected violation of law; or (ii) in a complaint or other document filed in a lawsuit or other proceeding, provided that such filing is made under seal or per court order. In the event Employee files a lawsuit for retaliation by the Company for reporting a suspected violation of law, Employee may disclose the trade secret to Employee's attorney(s) and use the trade secret information in the court proceeding, provided that Employee files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. No prior notice or disclosure to the Company is required for these actions.

4.4.2.

In connection with Employee's reporting potential violations of applicable federal, state or local law to any law enforcement or governmental agency, including but not limited to the Equal Employment Opportunity Commission (“EEOC”),the National Labor Relations Board (“NLRB”),the Department of Labor (“DOL”),or the SEC, or responding to or otherwise participating in any agency's investigation, lawsuit, or other actions taken by any agency, or taking any other actions protected under applicable law, including but not limited to the Speak Out Act, including disclosure of any alleged unlawful conduct or whistleblower activity or filing any complaint or charge with an agency. Nothing in this Agreement shall prevent or restrict Employee from filing a charge or complaint of possible unlawful

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activity, including achallenge tothevalidity ofthisAgreement, with any governmentalagency. Noprior notice or disclosure to the Company is required/or these actions.

4.4.3.

In connection with: (i) discussing or disclosing information about unlawful acts in the workplace,suchasharassment ordiscriminationoranyotherconductthatEmployee hasreasontobelieve isunlawful;and/or(ii)anylegalactionorproceeding inwhich EmployeeortheCompany seekstoenforce or interpretany provision ofthis Agreement. Nopriornoticeordisclosure totheCompanyisrequiredfor these actions.

4.4.4.

As may be required or permitted by applicable law or regulation, or pursuant to a valid legal process (e.g., a subpoena, order of a court of competent jurisdiction, or authorized governmental agency), provided that Employee notifies the Company upon receiving or becoming aware of the legal process inquestionsothattheCompany may havetheopportunity torespond orseekaprotective orother order to restrict or prevent such disclosure, and such disclosure does not exceed the scope of disclosure required by such law, regulation or legal process. This Section 4.4.4regarding legal process applies to situationsnotcovered bytheprotectionsaboveanddoesnot,inanyway,imposepriornoticerequirements, or restrict or impede Employee from exercising protected rights described aboveoras provided by law.

5.

IntellectualPropertyRights

5.1.

WorkProduct.Employeeacknowledges andagreesthatall right,title,and interest inand toall writings, works ofauthorship, technology, inventions, discoveries, processes, techniques, methods, ideas, concepts, research, proposals, materials, and all other work product ofany nature whatsoever, that arecreated, prepared, produced, authored,edited,amended, conceived, orreducedtopractice, inwholeor in part, by Employee, individually orjointly with others duringtheTerm andthatrelate inany waytothe Company Business or contemplated business, products, activities, research, or development of the Company or any other member oftheCompany Group or result from any work performedby Employee fortheCompany(ineachcase,regardlessofwhenorwherepreparedorwhoseequipmentorotherresources is used in preparing thesame), and all rights and claims related tothe foregoing, and all printed, physical and electronic copies, and other tangible embodiments thereof (collectively,“Work Product”),as well as anyandallrightsinandtoUSandforeign(i)patents,patentdisclosuresandinventions(whetherpatentable ornot),(ii)trademarks,servicemarks,tradedress,tradenames,logos,corporatenames,anddomainnames, and other similar designations of source or origin, together with the goodwill symbolized by any of the foregoing, (iii)copyrightsandcopyrightable works(including computer programs), and rights indataand databases, (iv)trade secrets, know-how, and other Confidential Information, and (v)all other intellectual property rights, in each case whether registered or unregistered and including all registrations and applications for, and renewals and extensions of,such rights, all improvements thereto and all similar or equivalent rights or forms of protection in any part of the world (collectively, “Intellectual PropertyRights”),shall bethesoleandexclusive propertyoftheCompany. For purposes ofthisAgreement, Work Product includes, butisnotlimited to,Company Groupinformation, including plans, publications, research, strategies, techniques, agreements, documents, contracts, terms of agreements, negotiations, know-how, computer programs, computer applications, software design, web design, work in process, databases, manuals, results, developments, reports, graphics, drawings, sketches, market studies, formulae, notes, communications, algorithms, product plans, product designs, styles, models, audiovisual programs, inventions, unpublished patent applications, original works of authorship, discoveries, experimental processes, experimental results, specifications, customer information, client information, customer lists, client lists, manufacturing information, marketing information, advertising information, and sales information.

5.2.

Work Madefor Hire: Assignment.Employee acknowledges that, by reason of being employedbytheCompanyattherelevanttimes,totheextentpermittedbylaw,alloftheWorkProduct

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consisting ofcopyrightable subject matter is“work made for hire”asdefined in17U.S.C.§101 and such copyrightsarethereforeownedbytheCompany.Totheextentthattheforegoingdoesnotapply,Employee hereby irrevocably assigns totheCompany, fornoadditional consideration,Employee'sentire right, title, and interest inandtoall Work Productand Intellectual Property Rightstherein,including therighttosue, counterclaim, and recover for all past, present, and future infringement, misappropriation, or dilution thereof, and all rights corresponding thereto throughout the world. Nothing contained in this Agreement shall be construed to reduce or limit the Company's rights, title, or interest in any Work Product or Intellectual Property Rightstobeless inanyrespectthanthattheCompany would havehadintheabsence of this Agreement.

5.3.

Further Assurances: Power of Attorney.During and after the Term, Employee agrees to reasonably cooperate with the Company to(i)apply for, obtain, perfect, and transfer tothe Company the WorkProductaswellasanyandallIntellectual Property Rights intheWork Product inanyjurisdiction in the world; and(ii)maintain, protectandenforce thesame, including, without limitation, givingtestimony and executing and delivering to the Company any and all applications, oaths, declarations, affidavits, waivers, assignments, and other documents and instruments as shall be requested by the Company. Employee hereby irrevocably grants the Company power of attorney to execute and deliver any such documentsonEmployee's behalfinEmployee's nameandtodoallotherlawfully permittedactstotransfer the Work Product tothe Company and further the transfer, prosecution, issuance, and maintenance ofall Intellectual Property Rights therein, to the full extent permitted by law, if Employee does not promptly cooperate with the Company's request (without limiting the rights the Company shall have in such circumstances by operation of law). The power of attorney is coupled with an interest and shall not be affected by Employee's subsequent incapacity.

5.4.

Prior Intellectual Property.If Employee has inventions, improvements or discoveries which Employee hasmadeor conceived orfirst reduced topractice, whether alone orjointly with others, prior toEmployee's employment underthisAgreement, andwhich Employee wishes toexcludefrom this Agreement, Employee shalldiscusswiththeCompany, attach acomplete andaccurate listtoExhibit Bof thisAgreement, and delivertotheCompany upon signingthisAgreement. Ifnosuch list isattached, then Employee represents there are no exclusions to this Agreement.

6.

Non-Competition;Non-Solicitation

6.1.

EmployeeAcknowledgmentofNeedforProtectionsandRestrictionsPromised;Consideration.Employee acknowledges and understands that Employee's promises in this Agreement restrict some of Employee's actions during and after the Term but will not operate to impose an undue hardship upon Employee and will not prevent Employee from supporting Employee's self after the applicable Termination Date. Employee further acknowledges that the restrictive covenants contained in thisAgreementarereasonable andnecessarytoprotecttheCompany Group'slegitimate business interests intheConfidentialInformationandCompanyRelationships,andEmployeehasorwillreceiveConfidential Information, Company Relationships,and othersufficient consideration from theCompany Group under this Agreement or otherwise to justify such restrictions. Employee understands and agrees that the restrictions in this Agreement shall continue beyond the applicable Termination Date, regardless of the reasonforsuchterminationorthePartyinitiatingthetermination.Employeeacknowledgesandunderstands thattheCompany would not have hired Employee orprovided compensation orincentives inanyform to Employee, would not have entered into this Agreement, and would not have shared Confidential Information or Company Relationships with, or provided specialized training to, Employee without Employee's consent to and continued compliance with the terms in this Agreement. In consideration of Employee's employment underthisAgreement andall benefits toEmployee because ofthatemployment, aswellasaccesstoConfidentialInformation,specializedtraining,CompanyRelationships,andthe

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Company Group's reputationand associated goodwill,Employee voluntarily agrees to the covenantsset forth in this Agreement.

6.2.

Non-Competition.EmployeeagreesthatEmployeewillnot,andwillnotattemptto,atany timeduringtheTermandthereafterduringthePost-EmploymentRestrictedPeriod:(i)directlyorindirectly invest in,own,manage, operate, finance, control or participate intheownership, management, operation, financing, or control of any Competitive Business; or (ii) be employed or engaged by, or otherwise associated with, any Competitive Business. The foregoing notwithstanding: (a) during the Post-Employment Restricted Period, Employee's obligations under this Section6.2shall only restrict Employee's activities insomuch as Employee's activities and/or the applicable business activities of the Competitive Business(ineithercase,whether actualorplanned)(1)occurataphysical locationwithinthe RestrictedTerritoryor(2)areaimedordirectedat,target,orreach intotheRestricted Territory, regardless ofthephysicallocationfromwhichsuchactivitiesemanate;(b)Employeemayownuptotwopercent(2%) of any class of securities of any enterprise (but without otherwise participating in the management or activities ofsuch enterprise) ifsuchsecuritiesarelistedonanynational orregional securities exchange or havebeenregisteredunderSection12(g)oftheExchangeAct;and(c)Employeeisnotexcludedfrom any rolefor which there isno possible useoftheConfidential Information toprovidea business advantage to the Competitive Business.

6.3.

Non-Solicitation of Restricted Company Relationships.Employee agrees that Employee will not, and will not attempt to,at any timeduring the Term and thereafter during the Post-Employment RestrictedPeriod,onbehalfofanyPerson(otherthananymemberoftheCompanyGroup),inanycapacity (with or without compensation),eitherdirectly orthrough others: (i)solicit, hire, retain, do business with, orconsult with any Restricted Company Relationship, forthe benefit ofaCompetitive Business; or(ii)in any other manner attempt to influence, induce, or encourage any Restricted Company Relationship to discontinueormaterially change,inamanneradversetotheapplicablememberoftheCompany Group,its relationship or business with,or purchases ororders from, theapplicable member oftheCompany Group (collectively, the foregoing clauses (i)and ill}are referred to as “Prohibited Solicitationof a RestrictedCompanyRelationship”). Employee further agrees not to use or disclose to any Person (other than any member of the Company Group) any contact information, including the names, addresses, and work or personaltelephonenumbers,foranyRestrictedCompanyRelationshipinassociation withorinfurtherance of any Prohibited Solicitation of a Restricted Company Relationship.

6.4.

Non-SolicitationofRestrictedServiceProviders.EmployeeagreesthatEmployeewillnot, andwill notattemptto,atanytimeduringtheTerm andthereafterduringthePost-Employment Restricted Period,onbehalfofany Person (otherthan any member oftheCompany Group), inanycapacity (with or without compensation), either directly or through others: (i) solicit, hire or seek to hire any Restricted Service Provider for a Competitive Business, or(ii) inany other manner, attempt to influence, induce, or encourage any such Restricted Service Provider to terminate, reduce or materially change in a manner adversetotheapplicable memberoftheCompany Group,such Restricted Service Provider's employment or other business relationship with the applicable member of the Company Group (collectively, the foregoingclauses (i)andill}are referred toas“ProhibitedSolicitation ofa Restricted Service Provider”).Employee further agrees not to use or disclose to any Person (other than any member of the Company Group)anycontactinformation, includingthenames,addresses,andworkorpersonaltelephone numbers, foranyRestricted ServiceProvider inassociation withorinfurtheranceofanyProhibited Solicitation ofa Restricted Service Provider.

6.5.

ReasonablenessofRestrictions.Employee andtheCompany agreeand acknowledge that therestrictionssetforthinthisAgreement arereasonable and necessaryforthepurposes ofpreservingand protecting the Company Group's Confidential Information and other confidential and proprietary information,tradesecrets,businessrelationships, andotherlegitimatebusinessinterests,includingthe

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Company Group's reputation and associated goodwill. Nevertheless, if any of the restrictions above are found by a court having jurisdiction to be unreasonable, over broad as to geographic area or time or otherwise unenforceable,the Parties intend for the restrictions in this Agreement to be modified bysuch court soas to be reasonable and enforceable and,asso modifiedbythe court, to befully enforced.

6.6.

Tolling.The duration of the Post-Employment Restricted Period and Employee's obligationsduring thePost-EmploymentRestrictedPeriod, asoutlined above,shall betolled andsuspended foranyperiodthatEmployeeisinviolationofthesecovenantsuptothemaximumamountoftimepermitted under applicable law.

7.

Non-Disparagement.Employee agrees that Employee shall not, at any time, make, publish or communicate, whether orally, in writing or electronically, to any Person or in any public forum any defamatory ordisparaging remarks, comments orstatements about theCompany orany other member of the Company Group or any of such entities' respective businesses, business practices, or employees or officers. Nothing in this Agreement shall preclude Employee from making truthful statements that are covered by the Protected Disclosures and Actions orreasonably necessary in connection with any action instituted toenforce either Party's rights orobligations under this Agreement.

8.

Confidentiality of Agreement; Notification to Subsequent Employers.Employee understands andagreesthatthetermsandconditionsof thisAgreementshallremainconfidential,andEmployeeshall notdisclose,disseminate,orpublicizetheexistenceorcontentofthisAgreementtoanyPerson,except

(i)for any Protected Disclosure or Action, (ii) to Employee's spouse, attorney, financial advisor, and government tax authorities, or (iii)as reasonably necessary in connection with any action instituted to enforceeitherParty's rightsorobligations underthisAgreement. Employeefurtheragreesthat,forsolong as Employee's post-employment obligations under this Agreement apply, Employee must inform any prospective employer or other Person with which Employee will be affiliated of such post-employment obligations, before accepting an offer of employment or other engagement. Employee consents to the Company Group providing notification to any of Employee's actual or potential employers or other businessrelationshipswhichmaypotentiallyinterferewiththisAgreement,ofthisAgreementanditsterms and conditions.

9.

Third-Party Beneficiaries.ThePartiesherebydesignate(i)allmembersoftheCompanyGroupthat are not signatoriesto this Agreementand/or (ii) any successorsor assigns aspermittedunderthis Agreement, as intended third party beneficiaries of this Agreement, having the right to enforce this Agreement, including without limitation, the restrictions protecting the Company Group's property, ConfidentialInformation, Company Relationships,training, reputation and goodwill.

10.

Remedies.Employeeacknowledgesthatmoneydamageswouldnotbeasufficient remedyforany breach ofthis Agreement by Employee, andthattheCompany shall beentitled toenforce thisAgreement by specific performance and immediate injunctive relief as remedies for such breach or any threatened breach.Suchremediesshallnotbedeemedtheexclusive remediesforabreachofthisAgreement, butshall be in addition to all remedies available tothe Company at law, under common and statutory law, under other agreements, or in equity, including, without limitation, the recovery of damages caused by Employee's breach, and the return of any payments, equity or other consideration paid or provided to Employee where Employee's receipt of which was conditioned on compliance with this Agreement. Employeeagrees toindemnify eachmemberoftheCompany Groupand holdeachofthem harmlessfrom andagainstanyandallclaims, losses,costs,damages,orexpenses including, without limitation,attorney's fees incurred by any ofthem, arising out ofany breach of, misrepresentation made in, or challenge tothe enforceabilityof, this Agreement, to the fullest extent allowed by law. The Company shall be entitled to therecovery of reasonable attorneys' feesand costsincurred bytheCompany inenforcingthisAgreement. Employee'sremediesforbreachofthisAgreementbytheCompanyarelimitedtorecoveryof,as

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applicable, the Unpaid Bonus Payment, the Prorated Bonus Payment, the Severance Benefits, and/or the CIC Severance Benefits. Employee's rightstothe Unpaid Bonus Payment, the Prorated Bonus Payment, the Severance Benefits and/or theCIC Severance Benefits, asapplicable, aredetermined by the terms of this Agreement, and Employee may recover attorneys' fees ifallowed by applicable law.

11.

Indemnification.

11.1.

Indemnification. In the event that Employee is made a party, or threatened to be made a party, to any action, suit, or proceeding, whether civil, criminal, administrative, or investigative (a “Proceeding”)arising out of any act or omission by Employee in Employee's capacity as a director or officeroftheParentoranyothermemberoftheCompanyGroup,then theParentoritssuccessors orassigns shall indemnify, defend and hold harmless Employee tothe maximum extent permitted under applicable lawandtheParent'sorganizationaldocumentsfromandagainstanyliabilities,costs,claims,andexpenses, including allcostsandexpenses incurred indefense ofanyProceeding(includingattorneys' fees). Forthe avoidance ofdoubt, Proceedings arising from anycontest ordispute between Employee andany member oftheCompanyGroup,including,without limitation, anysuchProceedingarisingoutoforrelatingtothis Agreement or Employee's employment under this Agreement, shall not besubject to indemnification.

11.2.

D&OInsurance.DuringtheTermandforaperiodofsix(6)yearsthereafter, anyapplicable member of the Company Group or any successor to the Parent shall purchase and maintain, at its own expense, directors' and officers' liability insurance providing coverage to Employee on terms that are no lessfavorable thanthecoverage provided toother directorsandsimilarly situated seniorexecutives ofthe Parent or any successor or assign.

12.

Definitions.Thefollowingtermsshallhavethestatedmeaning,wheneverusedinthisAgreement:

12.l.“Cause”means the following acts or omissions by Employee, as judged in the sole and reasonable discretion of the Board (sitting without Employee, if applicable):

12.l.l. Employee's material breach of this Agreement or any other written agreement between Employee, ontheonehand,andoneormoremembersoftheCompany Group,ontheotherhand, including Employee's breach of any material representation, warranty or covenant made under any such agreement; provided, however, that if Employee's actions or omissions asset forth inthis Section12.1.1areofsuchanaturethattheyarecurable byEmployee,such actionsoromissions must remain uncured by Employee forthirty (30) days after the Board first provided Employee written notice of the obligation to cure such actions or omissions;

12.1.2.

Employee's material breach ofanymaterial policyorcodeofconductestablished by the Company or any other member of the Company Group that is applicable to Employee and made knowntoEmployee priortosuchbreach;provided,however,thatifEmployee's actionsoromissionsasset forthinthisSection12.1.2areofsuchanaturethattheyarecurablebyEmployee,suchactionsoromissions must remain uncured by Employee for thirty (30) days after the Board first provided Employee written notice of the obligation to cure such actions or omissions;

12.1.3.

Employee'sbreachofanymateriallawapplicabletotheemploymentrelationship, including anysuch law with respect tosexual harassment, non-discrimination or non-retaliation;

12.1.4.

Employee'sgrossnegligence,willfulmisconduct, orbreachoffiduciarydutywith respect totheCompany orany other member of the Company Group under thisAgreement;

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12.1.5.

Any act of fraud orembezzlement by Employee, or material act of theft, in each case, with respect to any member of the Company Group;

12.1.6.

Employee's conviction of,orpleaofguiltyor nocontestto,orreceiptofdeferred adjudicationforany(i)crimethatconstitutes afelony or(ii)crime oroffense thatconstitutes amisdemeanor involving theft, fraud, embezzlement, orother conduct involving moral turpitude; or

12.1.7.

Employee's willful failure or refusal, other than due to Disability, to(i) perform Employee's duties and responsibilitiestotheCompany Group or(ii)follow any lawful directive from the Board,asdeterminedby the Board;provided,however, that if Employee's actions oromissions assetforth in this Section 12.1.7are of such a nature that they are curable by Employee, such actions or omissions must remain uncured by Employee for thirty (30) days after the Board first provided Employee written notice of the obligation to cure such actions or omissions.

12.2.

“ChangeinControl”meansthefirstofthefollowingeventstooccuraftertheEffective

Date:

12.2.1.

a transaction or series of transactions whereby any “person” (as such term is defined in Section 3(a)(9) of the Exchange Act and as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) or more than one “person” acting as a“group” (as determinedunder Treasury Regulation Section l.409A-3(i)(5)(v) (B)) (other than the Parent, any of its subsidiaries, an employee benefit plan maintainedby the Parent orany of itssubsidiaries, an“person” that, prior tosuch transaction orseries of transactions, directlyorindirectly controls,iscontrolled by,orisundercommoncontrol withtheParentor any Permitted Holder), directly or indirectly acquires beneficial ownership of the securities ofthe Parent that, together with securitiesheld bysuch “person” or“group”, constitutesmore than fifty percent (50%) of the total voting power of the voting securities of the Parent outstanding immediately after such acquisition; or

12.2.2.

a reorganization, merger, consolidation, or sale of all or substantially all of the assets of the Parent, or similar transaction is consummated, unless the Persons who were the beneficial owners of the outstanding voting securities of the Parent immediately before the consummation of such transaction directly orindirectly beneficially own morethan fifty percent(50%)oftheoutstanding voting securities of the successor or survivor corporation in such transaction immediately following the consummationof such transaction.

12.3.

“Company Business”means (i) the design, development, manufacture, assembly, sale or provision otherwise of,(a)compression units utilized in high pressure gas lift,field gathering, traditional gaslift,vaporrecovery,andwellheadapplications,(b)surfaceanddownholeequipment utilizedinplunger lift,traditionalgaslift,plunger-assistedgaslift,andgas-assistedplungerliftapplications, and/or(c)electric submersible pumps; and/or (ii)any other business activities engaged in by any member of the Company Group during the Term.

12.4.

“CompanyRelationships”means any Person whoisasupplier, vendor, customer, orother business relationship of any member of the Company Group at any time during the Term. Employee acknowledges and agrees that, as Executive Vice President – Production Solutions, Employee has responsibility or involvement (directly or indirectly) relating to, and receives Confidential Information about, all Company Relationships.

12.5.

“Competitive Business”means any Person (other than any member of the Company Group) engaged in or planning to become engaged in any business and/or activities that are the same as, substantiallysimilarto,orthefunctionalequivalentof,and,inallcases,competitive,inwholeorinpart,

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with, the Company Business during the Look-Back Period. Employee acknowledges and agrees that, as Executive VicePresident– Production Solutions, Employee hasresponsibilityorinvolvement (directly or indirectly) relatingto,andreceivesConfidentialInformation about,allportionsoftheCompany Business.

12.6.

“Confidential Information”meansanyinformation abouttheCompany Groupthathasnot been intentionally and with authority disclosed to the public by any member of the Company Group, as applicable, including, without limitation, information pertaining to the Company Group's trade secrets; methodology and know-how; information concerning the Company Group's products, product pricing information and programs; product orother costs;future and current business and marketing information and techniques, plans, and business processes; research and development plans and strategies; business opportunities;operations; agreements and theirterms; potential transactions and negotiations; inventions, modifications, discoveries, designs, developments, improvements, processes, recipes, raw materials, ingredients, flavors, intellectual property rights of the Company Group; business records; supplier information, including contracts and communications; financial information; accounting records; legal information; sales information; inventory; gross and net profit margins, market share data, finances, budgets, forecasts, projections, financial statements, and indebtedness; software utilized in operations; information concerning employees, partners, and contractors including identities, contact information, compensation, training, or other terms of engagement and performance; investor information; legal, regulatory, compliance, administrative, and management information; and information regarding past, current, and potential customers, including communications, customer lists, customer history, customer product information, customer contract information, contract negotiation information and terms, contact information forcustomers,andcustomerissues,requests, preferencesandneeds.Confidential Information spans any relationship or engagement between the Parties, before orafter thedate of this Agreement.

12.7.

“Current and Former Company Relationship”means any Person who is a Company Relationship at any time during the Look-BackPeriod.

12.8.

“Disability”means a condition that entitles Employee to receive long-term disability benefits under the Company's long-term disability plan, or ifthere is no such plan, Employee's inability, due to physical or mental incapacity, to perform the essential functions of Employee's position with the Company, with or without reasonable accommodation, for 180 days out of any 365 day period or 120 consecutive days; provided, however, in the event that the Company temporarily replaces Employee, or transfers Employee's dutiesorresponsibilitiestoanother individual on account ofEmployee's inability to perform suchdutiesduetoamental orphysicalincapacitywhich is,or is reasonably expected tobecome, a Disability, then Employee's employment shall not be deemed terminated by the Company. The determination ofwhether Employee hasincurred a Disability shallbemade byaphysicianselected bythe Company or its insurer.

12.9.

“Good Reason”means the occurrence of any of the following, in each case during the Term without the Employee's written consent:

12.9.l.a relocation ofthe principalplace of performance for Employee's employment, as described in Section 1.5, by more than 30 miles;

12.9.2.

the Company's failure to obtain an agreement from any successor to the Company toassume and agree toperform this Agreement in thesame manner andtothesameextent that theCompanywouldberequiredtoperformifnosuccession hadtakenplace,exceptwheresuchassumption occurs by operation of law; or

12.9.3.

amaterial,adversechangeintheEmployee'sauthority,duties,orresponsibilities (otherthantemporarilywhiletheEmployeeisphysicallyormentallyincapacitatedorasrequiredby

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applicable law) taking intoaccount the Company's size,status asa public company, and capitalization as ofthe Effective Date; provided, however, that Employee must provide written notice tothe Board ofthe existence ofthegrounds forsuch Good Reason termination within thirty (30) days of thefirstoccurrence ofsuchgroundsandsuchgroundsmustremainuncuredbytheCompanyforsixty(60)daysafterEmployee first provided the Board written notice of the obligation to cure such grounds; provided, further, that Employee must terminate this Agreement and Employee's employment under this Agreement for Good Reasonwithin120daysafterthefirstoccurrenceoftheapplicablegroundsor Employee willbedeemed to have waived the right toterminate for Good Reason with respect tosuch grounds.

12.10.

“Look-BackPeriod”means the most recent twelve-(12) month period of Employee's employmentunderthisAgreement,including,ifEmployee'semployment underthisAgreementhasended, thetwelve (12)-month period immediatelypreceding theTerminationDate.

12.11.

“Parent”meansFlowcoHoldingsInc.

12.12.

“PermittedHolder”means Jonathan B. Fairbanks, GEC Advisors LLC, White Deer Management, LLC, and any of their respective Affiliates.

12.13.

“Person”meansanindividual,firm,corporation, partnership,association, limited liability company, trust or any other entity.

12.14.

“Post-EmploymentRestricted Period”means the period commencing on theTermination Date and continuing until the expiration of (i) twenty-four (24) months, or (ii) in the event Employee is entitled to receive the Severance Benefits outlined in Section 3.4.2,twelve (12) months.

12.15.

“Prospective Company Relationship”means any Person who is actively and materially contacted orsolicited(directlyorindirectly), atanytimeduringtheLook-Back Period, byanymemberof theCompanyGroupforthepurposeofbecomingaCompanyRelationshipofsuchmemberoftheCompany Group. Employee acknowledges and agrees that, as Executive Vice President – Production Solutions, Employee has responsibility or involvement (directly or indirectly) relating to, and receives Confidential Information about, all Prospective Company Relationships.

12.16.

“Restricted CompanyRelationship”meansallCurrentand Former Company Relationships and Prospective Company Relationships.

12.17.

“Restricted Service Provider”means any Person who is a Service Provider at any time during the Look-Back Period. Employee acknowledges and agrees that, as Executive Vice President – Production Solutions, Employee has responsibility or involvement (directly or indirectly) relating to,and receives Confidential Information about, all Service Providers.

12.18.

“Restricted Territory”means any metropolitan markets in the United States in which the Company Groupconducts business orhastaken activestepstoconduct business, ineachcase,atanytime during the Look-Back Period. Employee acknowledges and agrees that, as Executive Vice President – Production Solutions, Employee has responsibilityor involvement (directly or indirectly) relating to,and receives Confidential Information about, all of the Restricted Territory.

12.19.

“SEC”means theU.S.SecuritiesandExchangeCommission.

12.20.

“ServiceProvider”meansanyPersonwhoisemployed byorengagedtoperform personal services as an independent contractor or consultant for any member of the Company Group at any time during the Term.

12.21.

“TerminationDate”means:

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12.21.1.

If this Agreement and Employee's employment under this Agreement are terminated on account of Employee's death, the date of Employee's death;

12.21.2.

If this Agreement and Employee's employment under this Agreement are terminated on account ofEmployee's Disability, thedatetheDisability determination is made or,iflater, the date specifiedin the Company's Notice of Termination;

12.21.3.

If this Agreement and Employee's employment under this Agreement are terminated by the Company forCause, the date specified in the Company's Notice ofTermination;

12.21.4.

If this Agreement and Employee's employment under this Agreement are terminated by the Company forconvenience, thedatespecified inthe Company's Notice ofTermination, which shall benolessthan thirty(30)days following thedateoftheNotice ofTermination; provided that theCompanyshallhavetheoptiontowaivealloranyportionofsuch noticeperiodbygivingwrittennotice to Employee, provided, further, that, in lieu of the portion of the notice period so waived, the Company providesEmployee withapaymentequaltotheBaseSalaryproratedbased uponthenumberofdaysofthe notice period so waived, whichshall be paid in alumpsum on theTermination Date and forall purposes of this Agreement, the Termination Date shall be the date specified in written notice of waiver from the Company;

12.21.5.

If this Agreement and Employee's employment under this Agreement are terminated by Employee forconvenience, thedatespecified in Employee's Notice ofTermination, which shall be no less than thirty (30) days following the date of the Notice of Termination; provided that, the Company may waive all or any part of the thirty (30)-day notice period for no consideration by giving written noticetoEmployee andforall purposes ofthisAgreement, theTerminationDateshall bethedate determinedby the Company;

12.21.6.

If this Agreement and Employee's employment under this Agreement are terminated by Employee with Good Reason, the datespecified inthe Employee's Notice ofTermination, which shall be no less than one hundred and twenty (120) days following thedate on which the grounds giving riseto such termination for Good Reason first occurred.

13.

Miscellaneous

13.1.

Release of Claims Under Original Employment Agreement.Employee hereby waives, releasesand holds harmlesstheCompany andallothermembersoftheCompanyGroup,andeach oftheir respective predecessors, successors, parent companies, subsidiaries, operating units, affiliates, divisions, and each of such entities' respective agents, representatives, members, managers, officers, directors, shareholders,employees,insurers,fiduciariesofemployeebenefitplans,planadministrators,andattorneys of each ofthe foregoing from any and allcauses ofaction (in law orequity), suits, debts, liens, promises, liabilities, obligations, demands, inspection, access and audit rights, restrictions, agreements, damages, actions, losses, expenses (including attorneys' fees and costs), and claims, of any nature whatsoever, whether known or unknown, fixedorcontingent, and whethersounding intort,contract, statute,common law oradministrative regulation, thatarise out ofor relate tothe OriginalEmploymentAgreement.

13.2.

Withholdingof TaxesandOtherItems.The Company may withhold from any compensation or benefits or other amounts payable under this Agreement all federal, state, city or other taxes as may be required pursuant to any law or governmental regulation or ruling, as well as any other authorizeddeductionorwithholdingorotheramountsowedbyEmployeetotheCompanyGroup.

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Furthermore, should Employee owe the Company any amount as of or following the Termination Date, Employee hereby authorizes the Company to deduct the amount owed by Employee from, asapplicable, the Unpaid Bonus Payment, the Prorated Bonus Payment, the Severance Pay, the CIC Severance Pay, and/or any other amounts otherwise owed to Employee by theCompany.

13.3.

Representations:EntireAgreement.EmployeeacknowledgesthatEmployeehasnotrelied upon any representations or statements, written or oral, not set forth in this Agreement. Employee has carefully read and fully understands all of the terms of this Agreement. Employee agrees that this Agreement sets forth the entire agreement between the Parties regarding the subject matter of this Agreement, and supersede and replace all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, between Employee, the Company and any or all members of the Company Group with respect to such subject matter, including, without limitation, the Original Employment Agreement. Notwithstandingtheprevioussentence,thisAgreement isnottheentire agreement and instead supplements and does not replace any obligations owed by Employee to the Company and/oranyothermember oftheCompany Group underexistingagreements, including, without limitation,thatcertainRestrictiveCovenantAgreementbyandbetweenEmployeeandParent,datedMarch 2, 2026, and the Original Employment Agreement, or applicable law regarding non-disparagement, confidentiality,non-disclosure,fiduciaryduties,unfaircompetition,tortiousinterference,non-competition, non-solicitation, or non-interference.

13.4.

No Waiver.Thefailure ordelayoftheCompany todeclare adefaultontheoccurrence of a breach ofany provision ofthisAgreement by Employeeortorequirestrictcompliance with anyterm of the Agreement shall not operate or be construed as a waiver ofany current orsubsequent breach or non-compliance by Employee. Any waiver by the Company must be agreed to in writing by an authorized representative ofthe Company.No waiver bytheCompany ofany breach by Employee ofany condition or provision ofthis Agreement to be performed by Employee shall bedeemed a waiver ofanysimilar or dissimilar provision or condition at the same orany prior orsubsequent time.

13.5.

Severability; Modification; Amendment.Ifa court of competent jurisdiction determines that any provision of this Agreement is unenforceable and thus stricken, or shall only be enforceable if modified, then such determination shall not affect the validity of the remainder of this Agreement, the balanceofwhichshallcontinuetobebindinguponthePartieswithanysuchmodificationtobecomeapart oftheAgreementandtreatedasthoughoriginallysetforthinthisAgreement.ThePartiesfurtheragreethat any such court isexpressly authorized tomodify any such unenforceable provision of this Agreement in lieu ofsevering orstriking such unenforceable provision from this Agreement in itsentirety, whether by rewriting the offending provision, deleting any or all of the offending provision, adding language to this Agreement, or by making such other modifications assuch court deems warranted tocarry out the intent andagreement ofthePartiestothemaximum extent permittedbylaw.ThePartiesexpressly agreethatthis Agreement,assomodified bythecourt,shallbebinding uponandenforceableagainsteachofthem.Inany event,shouldoneormoreoftheprovisionsofthisAgreementbeheldtobeinvalid,illegal,orunenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions of this Agreement, and ifsuch provision orprovisions arenot modified asprovided above,this Agreement shall beconstruedasifsuchinvalid,illegal,orunenforceableprovisionshadnotbeensetforthinthisAgreement. Other than any court modification orseverance provided for in thisSection 13.5,this Agreement may be amended only if in writingand signed by Employee and an authorizedrepresentativeofthe Company.

13.6.

Clawback Provisions.Notwithstanding any other provisions in this Agreement to the contrary,any incentive-basedorothercompensationpaidtoEmployee underthisAgreement oranyother agreement or arrangement with the Company which is subject to recovery under any law, government regulation, orstockexchange listingrequirement will besubject tosuch deductions andclawback asmay berequiredtobemadepursuanttosuchlaw,governmentregulation,orstockexchange listingrequirement

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(oranypolicyadoptedbytheCompanypursuanttoanysuchlaw,governmentregulationorstockexchange listing requirement).

13.7.

Successorsand Assigns;Assignability.ThisAgreement isbindinguponandshallinureto the benefit ofthe Parties and their successors and permitted assigns. Employee's obligations are personal in nature and Employee shall not assign or transfer any of Employee's rights or obligations under this Agreement. The Company and Employee acknowledge and agree that this Agreement and Employee's employment under this Agreement and/or the rights and/or obligations of the Company under this Agreementmay betransferredor assigned toany other member of the Company Group orany successor intheeventofaChangeinControloranyothertransferorsaleofalloranysubstantialportionoftheassets or business of the Company Group, and in any such event, all references to "the Company" in this Agreement shall then bedeemed to refertoany such member ofthe Company Grouporsuccessor entity. Employee herebyconsentstoany permitted transferorassignment, as provided underthisSection13.7or Section 1.6.

13.8.

Governing Law:Submission to Jurisdiction; JuryWaiver.This Agreement shall in all respects be construed according to the laws of the State of Texas without regard to its conflict of laws principles that would result inapplication ofthelawsofanotherjurisdiction. With respect toanyclaim or dispute related toorarisingoutofthisAgreement, theParties hereby consent totheexclusivejurisdiction, forum and venue of the state and federal courts (as applicable) located in Harris County, Texas. THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL WITH RESPECT TO ANY CLAIM OR DISPUTE RELATED TO OR ARISING OUT OF THIS AGREEMENT.

13.9.

Counterparts; Electronic Signature. This Agreement may be executed in any number of counterparts,eachofwhichshallbedeemedanoriginal,butallofwhichtogethershallbedeemedthesame instrument.ThisAgreementmaybeexecutedviaelectronicmeans,andsuchexecutionshallbeconsidered valid, binding and effective for all purposes.

13.10.

Titles and Headings: NoConstruction against Drafter. Titlesand headings ofsections of this Agreement are for convenience only and shall not affect the construction of any provision of this Agreement. Noterms ofthis Agreement shall beconstrued against either Party as the primary drafter.

13.11.

Survival. Employee's obligations under this Agreement, other than those outlined in Section1and Section 2, and any provisions necessary to interpret and enforce them, continue to apply following,andsurvive,in eachcase, (i) anyactualor allegedbreachof this Agreementby eitherParty,

(ii)the termination of this Agreement, and (iii) the termination of Employee's employment under this Agreement, regardless ofthe reason for, or Party initiating, any such employment termination.

13.12.

Section409A.

13.12.1.

To the extent applicable, it is intended that this Agreement comply with the provisionsofSection409AInternal RevenueCodeof1986(“Section 409A”),soastopreventinclusion in gross income of any amounts payable or benefits provided hereunder inataxable year that is prior tothe taxable yearoryears inwhich such amounts orbenefitswould otherwise actually bedistributed, provided orotherwise madeavailabletoEmployee.ThisAgreement shallbeconstrued,administered,andgoverned in a manner consistent with this intent and the provisions of Section 13.12regarding Section409A shall control over any contrary provisions of this Agreement.

13.12.2.

Payments and benefits paid or provided under this Agreement upon the terminationof Employee'semployment,by eitherParty and for any reason,that constitutenonqualified

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deferredcompensationunderSection409Ashallbepaidorprovidedonlyatthetimeofanysuch employment termination thatconstitutes a"separation from service"within themeaningofSection 409A.

13.12.3.

For purposes of Section 409A, each payment under this Agreement shall be treated as a right to aseparate payment for purposes of Section 409A. Whenever a payment under this Agreementspecifiesapaymentperiodwithreferencetoanumberofdays,theactualdateofpaymentwithin the specifiedperiod shall be within thesole discretion of the Company.

13.12.4.

Notwithstanding anything to the contrary in this Agreement, if Employee is deemed on the date of termination to be a "specified employee" within the meaning of that term under Section 409A(a)(2)(B),then with regard toany payment orthe provision ofany benefitthat isconsidered nonqualifieddeferredcompensationunderSection409Apayableonaccountofa"separationfromservice," suchpaymentorbenefitshallnotbemadeorprovided untilthedatewhich istheearlierof(i)theexpiration ofthesix(6)-monthperiodmeasuredfromthedateofsuch"separationfromservice"ofEmployee,and(ii) the date of Employee's death, to the extent required under Section 409A.Upon the expiration of the foregoing delay period, all payments and benefitsdelayed pursuant toSection 13.12(whetherthey would have otherwise been payable inasinglesum or in installments inthe absence ofsuchdelay)shall be paid or reimbursed to Employee in a lump sum, and any remaining payments and benefits due under this Agreementshall bepaidorprovidedinaccordance withthenormal paymentdatesspecifiedforthem herein.

13.12.5.

Allreimbursementsandin-kindbenefitsprovidedunderthisAgreementshallbe madeor provided in accordance with the requirements of Section 409A, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during Employee's lifetime (or during a shorterperiodoftimespecified inthisAgreement); (ii)theamountofexpenseseligibleforreimbursement, orin-kind benefits provided duringacalendaryearmaynotaffecttheexpenseseligibleforreimbursement orin-kind benefitstobeprovidedinanyothercalendaryear;(iii)thereimbursement ofaneligibleexpense will be made on or before the last day of the calendar year following the year in which the expense is incurred; and (iv) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit.

13.12.6.

In the event that Employee is required to execute a release to receive any payments from the Company that constitute "nonqualified deferred compensation" under Section 409A, payment of such amounts shall not be made or commence until the sixtieth (60th) day following the applicable Termination Date. Any payments that aresuspended during the sixty (60)day period shall be paid on thedatethefirst regular payroll ismade immediately followingtheend ofsuch period.

13.12.7.

Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes "nonqualified deferred compensation" for purposesof Section409Abe subjectto offsetby any other amountunless otherwisepermittedby Section 409A.

13.12.8.

Ifany provision ofthisAgreement(orofanyaward ofcompensation, including equity compensation or benefits) would cause Employee to incur any additional tax or interest under Section 409A, the Company shall, after consulting with Employee, reform such provision to attempt to complywithSection409Athroughgoodfaithmodificationstotheminimumextentreasonablyappropriate toconformwithSection409A.Totheextentthatanyprovision hereof ismodified inordertocomply with Section409A,such modification shall bemade ingood faithandshall,tothemaximum extentreasonably possible, maintain the original intent and economic benefit to Employee and Company of the applicable provision withoutviolatingtheprovisionsofSection 409A.Innoevent whatsoevershalltheCompany be liable for any additional tax, interest or penalty that may be imposed on Employee by Section 409A or damages for failing to comply with Section 409A.

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13.13.

Notices.Allnoticesandothercommunicationsprovided forinthisAgreement mustbein writing by amethod ofdelivery that provides forareceipt, and shall beconsidered duly delivered on the dateso provided in such receipt ifsenttoor made atthe addresses listed below, asapplicable:

IftoEmployee: Theaddressspecified beneath Employee'ssignature lineonthisAgreement. If to the Company:Flowco MasterCo LLC

Attn:JoelC.Lambert

1300PostOakBoulevard,Suite450

Houston, Texas 77056 Joel.Lambert@flowco-inc.com

NoticeofchangeinaddressshouldbeprovidedasstatedinthisSection13.13

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THE PARTIES ACKNOWLEDGEAND AGREE THAT EACH HAS CAREFULLY READ AND FULLY UNDERSTANDS ALL THEPROVISIONS OF TIDS AGREEMENT AND THAT EACH PARTY VOLUNTARILY ENTERS INTO THIS AGREEMENT BY SIGNING BELOW.

Executedthis 11thday of August , 2026.

Employee: Gareth C. Ford

Signature:/s/ Gareth C. Ford

Address:P.O. Box 14761

Oklahoma City, OK 73113

Executed this 8thday of September , 2026.

FLOWCO MASTERCO LLC

By: /s/ Joe Bob Edwards Joe Bob Edwards

Company Representative Signature Company Representative Printed Name

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Exhibit A

Certain Permitted Activities None.

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Exhibit B Prior Inventions

[lf blank below this line then none were disclosed]

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Exhibit C Oklahoma LawModifications

Notwithstanding anything to the contrary in Section 6.2and Section 13.5, the prohibition against non-competition outlined in Section 6.2shall notapply to Employee during the Post-Employment Restricted Period. To the extent deemed necessarySection 6.2shall be modified by deleting the phrase, "and thereafter during the Post-EmploymentRestricted Periodfrom the firstsentence ofSection 6.2.Section6.2,as so modified,shallbeenforced against Employee, ifapplicable, and tothe fullest extent permitted by law.

Thenon-solicitation provisionoutlinedin Section6.3shallbe deletedandreplacedin fullby the following provision:

6.3Non-Solicitationof Restricted Company Relationships.Employee agrees that Employee will not, and will not attempt toat any time during the Term and thereafter during the Post-Employment RestrictedPeriodon behalfofanyPerson(otherthananymemberoftheCompanyGroup)inanycapacity (with or without compensation),directly solicit thesaleofgoodsservices ora combination of goods and servicesfrom any Restricted Company Relationship (collectively“ProhibitedSolicitation ofaRestrictedCompany Relationship”). Employee further agrees not to use or disclose to any Person (other than any member of the Company Group) any contact information, including the names, addressesand work or personaltelephonenumbersforanyRestrictedCompanyRelationshipinassociation withorinfurtherance of any Prohibited Solicitation ofa Restricted CompanyRelationship.

The definition of “Restricted Company Relationship”outlined in Section 12.16shall be deleted and replaced in full by the following definition:

12.17“Restricted Company Relationship”means any Person who isacustomer of theCompany orany other member of the Company Group at any time during the Look-Back Period andat the time of enforcement, such customer relationship is ongoing and anticipated tocontinue in the future. Employee acknowledges and agrees that, as Executive Vice President – Production SolutionsEmployee has responsibility or involvement (directly or indirectly) relating to and receives Confidential Information about, all customers oftheCompany and any other member of the Company Group.